UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On June 20, 2023, Nasdaq, Inc. (the “Company”) issued a press release announcing the launch of concurrent U.S. dollar-denominated and euro-denominated senior notes offerings. On June 22, 2023 the Company issued a press release announcing the pricing of $500,000,000 aggregate principal amount of 5.650% senior notes due 2025, $1,000,000,000 aggregate principal amount of 5.350% senior notes due 2028, $1,250,000,000 aggregate principal amount of 5.550% senior notes due 2034, $750,000,000 aggregate principal amount of 5.950% senior notes due 2053 and $750,000,000 aggregate principal amount of 6.100% senior notes due 2063 (collectively, the “USD Offering”) and €750,000,000 aggregate principal amount of 4.500% senior notes due 2032 (the “Euro Offering” and together with the USD Offering, the “Offerings”). The Offerings are expected to close on June 28, 2023, in each case subject to customary closing conditions.
Each of the Offerings was made pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333-255666) filed with the U.S. Securities and Exchange Commission on April 30, 2021.
On June 22, 2023, in connection with the USD Offering, the Company entered into an underwriting agreement (the “USD Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
On June 22, 2023, in connection with the Euro Offering, the Company entered into an underwriting agreement (the “Euro Underwriting Agreement” and, together with the USD Underwriting Agreement, the “Underwriting Agreements”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities plc and the other underwriters party thereto.
The Underwriting Agreements and the press releases relating to the Offerings are filed herewith as Exhibits 1.1, 1.2, 99.1 and 99.2, respectively, and are incorporated herein by reference. The description of the Underwriting Agreements is qualified in its entirety by reference to Exhibits 1.1 and 1.2, as applicable.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated as of June 22, 2023, among Nasdaq, Inc. and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. | |
| 1.2 | Underwriting Agreement, dated as of June 22, 2023, among Nasdaq, Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities plc and the other underwriters party thereto. | |
| 99.1 | Nasdaq, Inc. Press Release, dated June 20, 2023. | |
| 99.2 | Nasdaq, Inc. Press Release, dated June 22, 2023. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 23, 2023 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||
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